Form: POS AM

Post-effective amendment to a registration statement that is not immediately effective upon filing

September 30, 1998

EXHIBIT 5.2 OPINION OF GARDERE

Published on September 30, 1998



EXHIBIT 5.2


CONSENT OF COUNSEL

The undersigned hereby consents to the use of our name and the statement
with respect to us appearing under the heading "Legal Matters" included in
this Post-Effective Amendment No. 2 to Form SB-2 on Form S-3.



GARDERE & WYNNE, L.L.P.


Daniel F. Perez September 30, 1998
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Daniel F. Perez Date